Securities Law Commons^™

Forming A Subsidiary In The European Common Market, Alfred F. Conard

Michigan Law Review

The appearance of a new market which is open to free enterprise and contains almost as many customers as the United States has opened immense opportunities to American enterprises, with their unique experience in mass production and mass marketing. General counsel for large American enterprises are confronted with a new need for some understanding of the problems of organizing subsidiary companies in this new market. The present article is written to supply an introduction to the legal factors which bear on solutions of these problems.

Creditors' Rights And Security Transactions -- 1960 Tennessee Survey, Forrest W. Lacey

Vanderbilt Law Review

Two cases involving mechanic's liens were decided during the period under survey. Rowland v. Lowe' presented the question of the validity of a material men's lien against the owner of land subject to a contract of sale which required the purchaser to erect improvements on the land. In order to protect the vendor's lien, which was to be retained in the deed, the contract provided:

"The purchaser obligates himself to pay all sums for labor and materials in the construction of the improvements on said lot, and in no event shall there be any lien on the lot of ground …

Stockholder Votes Motivated By Adverse Interest: The Attack And The Defense, Earl Sneed

Michigan Law Review

It is the purpose of this article to study stockholder votes motivated by adverse interest from the standpoint of the attack and the defense. First, the remedies available to the complaining minority are examined. Then follows a study of the indicia of adverse interest in specific shareholder actions. Knowledge of the nature and import of these indicia should enable the careful lawyer to avoid or defeat the charge that unconscionable adverse interest vitiated the result of a stockholder vote.

Antitrust Laws- Judicial Relief For Violations Of Section Seven Of The Clayton Act - Disenfranchisement In United States V. E. I. Du Pont De Nemours & Co., Barbara B. Burt S. Ed.

Michigan Law Review

This comment will approach section 7 relief questions and solutions primarily in the light of du Pont's unique facts, which included a vertical stock acquisition made thirty years before the judicial proceeding plus the complicating factors of vast financial interests, numerous innocent investors and several corporate interrelationships. Thereby were posed complex problems regarding (1) parties to the relief determination, (2) interests to be affected by the decree and (3) the manner of affecting those interests.

Trusts - Principal And Income - Apportionment Under Pennsylvania Rule Of Stock Dividends Based On Capital Surplus, James H. Devries

Michigan Law Review

Under the terms of a trust established in New York in 1915 income was to be paid to a beneficiary for life and upon his death the principal was to be distributed to certain descendants of the settlor. Two extraordinary stock distributions were received by the trust during the life of the income beneficiary. In issuing the additional shares each of the corporations had transferred to capital stock account its entire capital surplus and sufficient earned surplus to support the additional shares at their par value. At the time of creation of the trust New York applied the Pennsylvania rule …

Corporations - Amendment Of Articles Of Incorporation - Power Of Majority To Require Holders Of Redeemable Preferred Stock To Accept Bonds Instead Of Money In Redemption, Clayton R. Smalley

Michigan Law Review

Plaintiffs owned 6 percent cumulative convertible prior preferred stock in defendant corporation. The stock had a stated value of $100 per share, and was redeemable at the option of the corporation at $115 per share plus accumulated dividends. By vote of more than two-thirds of the outstanding shares of each class of stock issued, defendant's articles of incorporation were amended to authorize its board of directors to redeem the prior stock at $120 per share, payable in the company's 5 percent 30-year debentures. Interest on the debentures was to be cumulative, paid out of earnings, and subordinated to the other …

Executive Compensation: The Taxation Of Stock Options, Jack D. Edwards

Vanderbilt Law Review

The popularity of the stock option as a method of executive compensation results primarily from its favorable tax consequences. Under present law, an executive's ordinary income may be converted into capital gain. These discriminatory provisions provide a fertile field for tax avoidance. The first portion of this paper deals with the history of stock option taxation to date. Much of the earlier law remains applicable. The historical perspective shows the wide latitude for avoidance and the faulty assumptions in which tax treatment has been grounded. The second part deals with the present tax treatment of stock options.

Administrative Law - Powers Of Agencies - Right Of Registrant To Withdraw Registration Statement Filed With The Securities And Exchange Commission, John Edward Porter

Michigan Law Review

Petitioner filed a registration statement with the Securities and Exchange Commission for an issue of corporate stock. Shares of the same class as those being registered were widely held by members of the public. Petitioner repeatedly amended the statement, so that it had not yet become effective nearly three months after the initial filing. At this time, petitioner sought to withdraw its registration statement. The commission denied the application for withdrawal, and after a hearing, issued a stop order, preventing the statement from becoming effective and indicating its unreliability. On petition for review of the order, held, affirmed. Where …

Michigan Negotiable Instruments Law And The Uniform Commercial Code, Roy L. Steinheimer, Jr.

Legal Scholarship by Dean Steinheimer

No abstract provided.

Stock Transfer Restrictions: Continuing Uncertainties And A Legislative Proposal, William H. Painter

Villanova Law Review

No abstract provided.

A Discussion And Analysis Of The Valic Decision, Laurence M. Jones

Villanova Law Review

No abstract provided.

Investment Securities--Article 8 Of The Uniform Commercial Code, Wilson W. Wyatt

Kentucky Law Journal

No abstract provided.